SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For June 14th 2007
Commission File Number: 1-15154
ALLIANZ SE
Koeniginstrasse 28
80802 Munich
Germany
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13462) OF ALLIANZ
AKTIENGESELLSCHAFT AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT
IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
FILING OF A SQUEEZE-OUT
OF THE SHARES OF
AGF
ADVISED BY
BNP PARIBAS JP MORGAN
and
ALLIANZ HOLDING FRANCE SAS
PRESENTED BY
Goldman Sachs International Rothschild & Cie Banque Calyon
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TERMS OF THE SQUEEZE-OUT:
125.00 euros in cash for each AGF share
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The present document is an unofficial translation of the French press release
made by Allianz SE, Allianz Holding France SAS and Assurances Generales de
France S.A. and published in application of articles 231-16, 231-26 and 237-16
of the French stock market authority (Autorite des marches financiers) (the
"AMF"). This squeeze-out and the draft squeeze-out document are still subject to
review by the AMF.
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The draft squeeze-out document is available on the websites of Allianz
(www.allianz.com), Assurances Generales de France S.A. (www.agf.fr) and AMF
(www.amf-france.org) and may be obtained free of charge from:
Allianz Holding France SAS Assurances Generales de France SA
12, rue Notre Dame des Victoires 87, rue de Richelieu
75002 Paris 75002 Paris
Goldman Sachs International Rothschild & Cie Banque Calyon
c/o Goldman Sachs Paris Inc. et Cie 29, avenue de Messine 9, quai du
2, rue de Thann 75008 Paris President Paul
75017 Paris Doumer 92920
Paris La Defense
Cedex
1 PRESENTATION OF THE SQUEEZE-OUT PROCEDURE
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The draft squeeze-out procedure follows the simplified mixed cash and
exchange offer (the "Offer") launched jointly by Allianz SE, a societas
europaea with a share capital of 1,149,758,353.92 euros, registered
with the commercial register of the Munich local court (Amtsgericht)
under HRB 164232, having its registered office at Koniginstrasse 28 -
Munich 80802, Federal Republic of Germany ("Allianz") and Allianz
Holding France SAS, a societe par actions simplifiee with a share
capital of 37,000 euros, registered with the Companies Registry of
Paris under the number 494 450 455, having its registered office at 12,
rue Notre Dame des Victoires - 75002 Paris ("Allianz Holding France",
Allianz and Allianz Holding France being hereafter together referred to
as the "Co-Initiators"), for the shares of Assurances Generales de
France S.A., a societe anonyme with a share capital of 883,277,919.13
euros, registered with the Companies Registry of Paris under number 303
265 128, having its registered office at 87 rue Richelieu - 75002
Paris, ("AGF" or the "Company"), whose shares are traded inter alia on
Eurolist (Compartiment A) of Euronext Paris S.A. ("Euronext Paris")
under ISIN code FR0000125924.
On March 20, 2007, the AMF declared the Offer compliant with applicable
legal and regulatory provisions, and accordingly published a clearance
decision constituting approval (visa) of the offer document relating to
the Offer (Decisions et Informations n(degree) 207C0537 dated March 21,
2007), pursuant to which Allianz and Allianz Holding France undertook
to purchase the AGF shares in exchange for a sum in cash of 87.50 euros
and 0.25 of a newly-issued Allianz share for each AGF share (subject to
adjustment of the cash amount as described in the offer document).
The Offer, the terms and conditions of which are described in the
Allianz and Allianz Holding France offer document approved by the AMF
under visa n(degree) 07-090 on March 20, 2007 and in AGF's reply
document (note d'information en reponse) approved by the AMF under visa
n(degree) 07091 on March 20, 2007, took place between March 23, 2007
and April 20 2007 (inclusive) (Decisions et Informations n(degree)
207C0544 dated March 22, 2007). In view of the payment of a dividend of
3.80 euros per Allianz share approved by the Allianz shareholders
general meeting for the financial year 2006, the amount in cash offered
in the Offer has, in accordance with the terms and conditions of the
Offer, been increased from 87.50 euros to 88.45 euros.
By notice dated April 27, 2007, the AMF announced that a total of
67,897,428 AGF shares had been tendered in the Offer (Decisions et
Informations n(degree) 207C0746 dated April 27, 2007). Allianz and
Allianz Holding France respectively acquired 25,933,278 and 41,964,150
AGF shares in the Offer, Allianz having transferred to Allianz Holding
France all of the 25,933,278 AGF shares that it had acquired in the
Offer. The AMF stated that, in view of the AGF treasury shares
representing 3.21% of the AGF share capital, the AGF shares not
tendered in the offer by the minority shareholders represented 4.61% of
AGF's share capital and voting rights.
In view of the results of the Offer, and in accordance with the
intentions expressed in their offer document in relation to the Offer,
Allianz and Allianz Holding France have decided to implement a
squeeze-out procedure of the AGF shares.
2
2 SQUEEZE-OUT TERMS AND CONDITIONS
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On June 13, 2007 Goldman Sachs International, Rothschild & Cie Banque
and Calyon, as presenting banks for the squeeze-out, acting on behalf
of Allianz and Allianz Holding France, filed with the AMF the draft
squeeze-out document for the AGF shares. Calyon guarantees the content
and the irrevocable nature of the undertakings given by Allianz and
Allianz Holding France in connection with the squeeze-out of the AGF
shares.
This squeeze-out and the draft squeeze-out document remain subject to
review by the AMF.
2.1 TERMS OF THE SQUEEZE-OUT
The AGF shares which have not been tendered in the Offer will be
transferred (whatever the country of residence of the shareholder), on
the date to be determined by the AMF, to the Co-Initiators with
compensation for the holders of the shares.
Consequently, the AGF shares will be removed from Eurolist
(Compartiment A) of Euronext Paris on the same date. The amount of
compensation, i.e., 125.00 euros per AGF share net of all expenses,
will be paid on that date by the Co-Initiators into a blocked account
opened for such purposes with CACEIS Corporate Trust (affilie 23), 14
rue Rouget de Lisle, 92862 Issy Les Moulineaux Cedex 9, which will
centralise the compensation transactions.
Following completion of the squeeze-out, Euroclear France will close
the accounts of the affiliates and will provide them with a certificate
indicating the balance (attestation de solde).
CACEIS Corporate Trust, upon presentation of these certificates, will
transfer to the financial intermediaries holding securities accounts
(depositaires teneurs de comptes) the amounts of compensation due, and
the latter will credit the accounts of the relevant former AGF
shareholders.
Unallocated funds for compensation of the securities will be kept by
CACEIS Corporate Trust for ten years from the squeeze-out date and paid
to Caisse des Depots et Consignations upon expiry of this period. These
funds are at the disposal of legal beneficiaries, but go to the French
State after thirty years.
In accordance with article 237-7 of the AMF General Regulations, a
notice will be published in a national newspaper each year throughout
the entire period during which CACEIS Corporate Trust holds the funds
inviting former AGF shareholders who have not been compensated to
exercise their rights.
If CACEIS Corporate Trust pays out all of the frozen funds
corresponding to compensation payable, an appropriate announcement will
be published in a national newspaper. Publication of the
above-mentioned annual notice will then no longer be required.
2.2 SHARES TARGETED BY THE SQUEEZE-OUT
The squeeze-out procedure relates to all of the AGF shares which are
not held directly by the Co-Initiators or AGF (i.e. to the
Co-Initiators' knowledge, 8,919,381 shares). The squeeze-out also
relates to all of the shares that may be issued or delivered by AGF
before the completion of the squeeze-out resulting from the exercise of
stock options granted by AGF.
AGF has not issued any securities giving access, immediately or in the
future, to its share capital, with the exception of the options to
subscribe for or purchase shares referred to below and of the options
not referred to below (option plans 1999-2002).
3
2.3 LIQUIDITY AGREEMENT
Allianz proposed to the holders of options to subscribe for or purchase
AGF shares granted in the 2003, 2004, 2005 and 2006 plans (the "Option
Plans") a liquidity agreement under which, if the AGF shares are no
longer listed or if the market for AGF shares is not sufficiently
liquid ("Event of Liquidity Default"), the stock-options holders will
have the right to sell to Allianz the AGF shares resulting from the
exercise of their options for cash consideration equal to the Allianz
average share price at the time the right to sell is exercised
multiplied by the number of Allianz shares corresponding to the
consideration offered in the Offer on the basis of the Allianz share
price on January 16, 2007 (subject to adjustments in case of
transactions impacting Allianz or AGF share capital or net equity).
Under this agreement, Allianz also has the right to purchase, at the
same price, the shares resulting from the exercise of the options for
which the holder would not have used the right offered to him under the
liquidity agreement to sell his shares to Allianz.
Under the liquidity agreement, the option holders undertake in
particular not to exercise their options prior to the expiration of a
three-month period following publication of the Offer's results without
the prior written consent of Allianz, not to transfer or sell the AGF
shares resulting from the exercise of their options in case of an Event
of Liquidity Default, and to register them under the nominative form
with the person in charge of the Option Plans, which is empowered to
proceed with the operations planned under the liquidity agreement.
The liquidity mechanism shall apply for a period ending two years and
three months after the latest of (i) the effective exercise of the
options by the holder and (ii) the end of the applicable restricted
period.
The right for the beneficiaries to sell their AGF shares to Allianz
will be subject to the condition that the beneficiary (i) has tendered
to the Offer all the AGF shares he/she owned as a result of the
exercise of options of the Option Plans at any time before the end of
the acceptance period of the Offer and (ii) has tendered to the Offer
or has sold on the market at the latest 4 trading days before the end
of the acceptance period all the AGF shares he/she owned as a result of
the exercise of options granted by AGF prior to the 2003 options.
The option holders may enter into the liquidity agreement until June
30, 2007.
2.4 INDICATIVE TIMETABLE FOR THE SQUEEZE-OUT
June 13, 2007 Filing of the draft squeeze-out document
June 26, 2007 Clearance decision (declaration de conformite)
Mid-July 2007 Squeeze-out - Delisting of the AGF shares from
Eurolist of Euronext Paris
The final timetable for the transaction will be decided by the AMF.
4
3 VALUATION CRITERIA FOR THE SQUEEZE-OUT
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In the context of the squeeze-out, Allianz has asked the presenting
banks, Goldman Sachs International and Rothschild & Cie Banque to issue
a valuation report, which has been submitted to the review of Ricol,
Lasteyrie & Associes, appointed by AGF as independent expert. The
report established by Ricol, Lasteyrie & Associes is presented in
section 5 of the draft squeeze-out document.
Terms of the squeeze-out
The squeeze-out will be implemented on the basis of a price of 125.00
euros in cash per AGF share. This consideration, together with the 2006
AGF dividend of 4.25 euros (paid on May 10, 2007) implies a valuation
of 129.25 euros for AGF share pre dividend payment.
3.1 METHODOLOGY
The analysis of the financial terms of the squeeze-out has been made
through a multi-criteria analysis ("analyse multicriteres") based on
commonly used valuation methods.
o Selected valuation methodologies
--------------------------------
The selected methodologies aim at valuing AGF on a stand-alone basis.
No synergy is expected from the transaction since AGF is already
majority owned by Allianz and therefore is part of the group wide
efficiency programs.
The valuation analysis is based on objective valuation methods
typically used for insurance companies: (i) comparable listed companies
multiples, (ii) comparable transaction multiples, (iii) reference to
intrinsic valuations calculated by financial analysts for AGF and (iv)
sum-of-the-parts valuation which aggregates the valuations of each of
the AGF business divisions and/or subsidiaries (see section 4.2.5 of
the draft squeeze-out document for sum-of-the-parts valuation
methodology). In addition, the squeeze-out price has been compared to
the value of the consideration offered in the Offer filed with the AMF
on February 22, 2007.
3.2 CONCLUSIONS ON AGF VALUATION
The following table summarises valuation ranges derived from the
various methodologies and the implied premia of the squeeze-out price
of 125.00 euros (129.25 euros including the 2006 AGF dividend of 4.25
euros per share):
Methodology Value per share including dividend (in (euro)) Premium / Discount of squeeze
out price plus 2006 dividend
(129.25(euro))
Spot - closing price as of January 16, 2007 126.20 2.4%
Weighted average price - 1 month(1) 122.39 5.6%
Weighted average price - 3 months(1) 115.60 11.8%
Weighted average price - 6 months(1) 106.12 21.8%
Weighted average price - 1 year(1) 100.13 29.1%
Value per share excluding dividend (in (euro)) Premium / Discount of squeeze
out price (125.00(euro))
Min Max Min Max
Comparable listed companies multiples 95 116 7.8% 31.6%
Comparable transaction multiples 101 124 0.8% 23.8%
Intrinsic valuation (financial analysts) 87 123 1.6% 43.7%
Sum-of-the-parts (trading multiples) 85 107 16.8% 47.1%
Sum-of-the-parts (dividend discount model) 101 114 9.6% 23.8%
5
Note: 1 Source: Datastream as of January 16, 2007; volume-weighted
average prices are calculated on the basis of volume-weighted intra-day
share prices
The squeeze-out price is at the top of the valuation range and implies
premia of up to 47.1% on AGF's value based on the various valuation
methodologies.
3.3 COMPARISON OF THE SQUEEZE-OUT PRICE WITH THE THEORETICAL OFFER
VALUE AND AGF SHARE PRICE POST JANUARY 16TH
The squeeze-out price has been compared to the average value of the AGF
share price at different dates and time periods following the
announcement of the transaction and to the theoretical Offer value at
different dates on the basis of Allianz share price. The table below
illustrates the premium implied by the squeeze-out price plus the 4.25
euros dividend per share (129.25 euros), compared to theoretical values
of the Offer at different dates and to different reference share prices
for AGF.
Methodology Value per share including dividend (in (euro)) Premium / Discount of squeeze
out price plus 2006 dividend
(129.25(euro))
Tender Offer equivalent value at
settlement date (May 3, 2007) 129.23 0.0%
Average Tender Offer equivalent
value during Offer 127.13 1.7%
Tender Offer equivalent value at
announcement date (January 16, 2007) 126.43 2.2%
Average AGF share price during Offer 126.35 2.3%
Maximum AGF share price since Offer 128.51 0.6%
Minimum AGF share price since Offer 124.90 3.5%
Tender Offer equivalent value at
May 8, 2007 128.68 0.4%
Note: May 8, 2007 corresponds to the last day before the announcement
of the squeeze out procedure. Offer value of 128.68 euros is cum
Allianz dividend
Squeeze out price of 125.00 euros and 2006 dividend of 4.25 euros
compares favourably to Offer values and to AGF share price since
January 16th.
4 INDEPENDENT EXPERT'S OPINION (article 261-1 II of the AMF General Regulations)
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In accordance with article 261-1 II of the AMF General regulations,
Ricol, Lasteyrie & Associes was appointed by the Company on May 9, 2007
as independent expert in order to establish a report on the financial
terms of the squeeze-out. The independent expert issued its report on
June 11, 2007 in which he concludes that the indemnity offered in the
squeeze-out is fair from a financial point of view for the AGF minority
shareholders.
6
5 REASONED OPINION OF THE AGF BOARD OF DIRECTORS
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At the Board meeting held on June 12, 2007, the AGF directors unanimously
approved the following opinion:
"The board of directors of the AGF (the "Board") met on June 12, 2007
under Mr. Jean-Philippe Thierry's presidency, in order to examine the
terms of the contemplated squeeze-out procedure to be filed by Allianz SE
("Allianz") and Allianz Holding France S.A.S. ("Allianz Holding France",
together with Allianz the "Co-Initiators") for the shares of AGF that are
held as of today by minority shareholders (the "Squeeze-Out") and to
issue a reasoned opinion on its merits, in accordance with the provisions
of article 231-19 of the General Regulations of the French Autorite des
Marches Financiers (the "AMF").
It is reminded that following their simplified combined tender offer
which closed on April 20, 2007, the Co-Initiators jointly held 92.18% of
AGF's share capital and voting rights, being specified that AGF held
6.199.392 of its own shares, representing 3.21% of its share capital. As
a consequence, minority shareholders held 4.61% of the share capital of
AGF.
Mr. Ferrero was absent, but was nevertheless represented.
The Chairman exposed to the Board the terms and conditions of the
Squeeze-Out relating to all the shares of the Company not yet owned by
the Co-Initiators or by AGF itself.
He reminded directors that pursuant to the Squeeze-Out, minority
shareholders will receive in cash (euro)125 per AGF share. Because of the
distribution by AGF of a dividend amounting to (euro)4.25 per share for
the year 2006, such cash consideration implies a valuation of (euro)129.5
per AGF share.
The Chairman reminded the Board that during the meeting held on March 9,
2007, the Board reiterated its support to the project of industrial
integration of AGF within the Allianz Group, which will allow AGF, its
customers and its employees to fully benefit from the strength and means
of the Allianz group, the first European embedded group of insurances and
financial services. The implementation of the Squeeze-Out is the last
preliminary step toward the effectiveness of such project.
The Chairman requested BNP Paribas and JPMorgan, financial advisors of
the Company, to provide the Board with their financial analysis.
The financial advisors' works suggest that the cash consideration of
(euro)125 per AGF share implies, after having taken into account the 2006
AGF dividend of (euro)4.25 per share paid on May 10, 2007, a 22.5%
premium on the 6-month average share price of the company determined as
of January 17, 2007, and of 3.2% premium compared to the 6-month average
share price determined as of June 5, 2007, a premium of 6.3% based on the
average brokers' target prices, premia between 9.3% and 29.7% based on
comparable company multiples, between 1% and 41.2% based on comparable
transaction multiples, and between 5.4% and 16.3% on the intrinsic
valuation of the company. The Squeeze-Out price is then at the top of the
valuation range determined by the financial advisors of AGF and implies a
premium of up to 41.2%. A comparison of the premium implied by the
proposed cash consideration for the Squeeze-Out with the consideration of
the simplified combined tender offer highlights an average premium of
1.7% for the Squeeze-Out consideration against the offer consideration
during the offer period, and a null premium on the date of settlement
delivery of the offer.
7
At the Chairman's request, Messrs Gilles de Courcel and Philippe Marchand
from Ricol Lasteyrie & Associes, appointed as independent expert by the
Company pursuant to the provisions of article 261-1 of the General
Regulations of the AMF, presented and delivered the independent expert's
report to the Board, which includes a fairness opinion regarding the
financial terms of the Squeeze-Out.
The independent expert notes that:
-the (euro)125 per share consideration implies a premium comprised
between 1.4% and 13.3% respectively compared to the average maximum and
minimum values detailed in his report;
-such consideration is equal to the simplified combined offer
consideration of the date of settlement delivery of the offer, which is a
common market practice generally observed on all squeeze-out procedures
implemented in France pursuant to tender offers since 2004;
-the said consideration may be favorably compared to the various
valuation criteria set forth in its report, especially with the intrinsic
value obtained via the "sum of the parts" method.
Consequently, the independent expert is led to consider that the
(euro)125 per share consideration offered in the context of the
Squeeze-Out is fair from a financial point of view for minority
shareholders of AGF.
The Chairman then reminded that the Comite des Conventions (the
"Committee") has been invited to review the terms of the Squeeze-Out and
to render an opinion to the Board in this respect before the latter gives
its reasoned opinion. The independent directors of AGF who are not
members of the Committee have been invited to attend such meeting in
order for them to be in the position to express their opinion.
Thus, he asked Mr. Cannac, Chairman of the agreements committee, to
provide the Board with the opinion of such committee.
The Committee has examined the terms of the Squeeze-Out, which it has
confronted with an evaluation based on a multi-criteria analysis.
After deliberation, and in the light of the above, the Committee
considered that the terms of the squeeze-out were fair, and it
unanimously decided to recommend that the Board of Directors decides in
favor of the Offer.
Based on the above and after further deliberations, the Board rendered
the following opinion:
The Board unanimously considered that the consideration of (euro)125 to
be offered for each AGF share tendered to the Offer was fair, being
reminded that minority shareholders of AGF received a dividend of
(euro)4.25 per share for the year 2006.
The Board finally authorized its Chairman to finalize and execute the
draft squeeze-out document ("projet de note d'information") to be jointly
filed by AGF and the Co-Initiators."
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8
CONTACTS
Contacts for AGF investors : Contacts press AGF :
Vincent Foucart 33 (0)1 44 86 29 28 Berangere Auguste-Dormeuil 33 (0)1 44 86 78 97
vincent.foucart@agf.fr augusbe@agf.fr
Jean-Yves Icole 33 (0)1 44 86 44 19 Anne-Sandrine Cimatti 33 (0)1 44 86 67 45
jean-yves.icole@agf.fr cimatti@agf.fr
Alexandre Cardinaud 33 (0)1 44 86 37 64 Agnes Miclo 33 (0)1 44 86 31 62
alexandre.cardinaud@agf.fr micloa@agf.fr
Sophie Cadorel 33 (0)1 44 86 38 09
cadores@agf.fr
9
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLIANZ SE
By: /s/ Dr. Reinhard Preusche
---------------------------------------------
Dr. Reinhard Preusche
Group Compliance
By: /s/ Dr. Giovanni Salerno
---------------------------------------------
Dr. Giovanni Salerno
Group Compliance
Date: June 14th 2007